• 1.1 Please read these terms and conditions ("Terms and Conditions") carefully. By using the Services (as defined below), you ("you" or "Merchant") agree that you have read and understood these Terms and Conditions which are applicable to you. The relevant E-SHOP Agreement, these Terms and Conditions and the SGCM Policies (as defined below) constitute a legally binding agreement ("Agreement") between you and SGCM Pte. Ltd. ("SGCM") (collectively, the "Parties", and each, a "Party"). The Agreement applies to your use of the Service provided by SGCM.
• 1.2 SGCM may amend the terms in the Agreement at any time. Such amendments shall be effective once they are posted on [insert URL]. It is your responsibility to review the Terms and Conditions and SGCM Policies regularly. Your continued use of the Service after any such amendments, whether or not reviewed by you, shall constitute your agreement to be bound by such amendments.
• 1.3 The Services include an online platform service that provides a place and opportunity for the sale of goods between users ("Users") of the Website, including you and a Buyer. The actual contract for sale is directly between Buyer and you and SGCM is not a party to that or any other contract between Buyer and you and accepts no obligations in connection with any such contract. The parties to such transactions will be entirely responsible for the sales contract between them, including but not limited to the listing of goods, warranty of purchase. SGCM is not involved in the transaction between Users. SGCM may or may not pre-screen Users or the content or information provided by Users. SGCM reserves the right to remove any content or information posted by you on the Website. SGCM cannot ensure that Users will actually complete a transaction notwithstanding that an Order may be made.
• 1.4 SGCM reserves the right to change, modify, suspend or discontinue all or any part of this Website or the Services at any time or upon notice as required the Applicable Laws. SGCM may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. SGCM may also impose limits on certain features or restrict your access to parts of, or the entire, Website or Services in its sole discretion and without notice or liability.
• 1.5 SGCM reserves the right to refuse to provide you access to the Website, the Merchant Portal or Services or to allow you to open an Account for any reason.

• Unless otherwise defined in the relevant E-SHOP Agreement (as defined below), all capitalised terms in these Terms and Conditions shall have the following meanings:
• "Accounts" means the Super Admin Account and Sub-Account collectively, and "Account" shall be construed accordingly;
• "Buyer" refers to a third-party who purchases a Product on E-SHOP platform;
• "Business Day" means a day on which banks are open for conducting normal business in Singapore;
• "Confidential Information" means:
• (a) any information which is proprietary and confidential to a Party including but not limited to information concerning or relating in any way whatsoever to its business or other arrangements, principals, any of the trade secrets or confidential operations, processes or inventions carried on or used by a Party;
• (b) any information concerning the organisation, business, finances, transactions or affairs of a Party, its dealings, secret or confidential information which relates to its business or any of its principals', clients' or customers' transactions or affairs, its documentation, manuals, budgets, financial statements or information, accounts, dealers' lists, customer lists, marketing studies, drawings, notes, memoranda and the information contained therein;
• (c) any information therein in respect of trade secrets, technology and technical or other information relating to the development, manufacture, analysis, marketing, sale or supply or proposed development, manufacture, analysis, marketing, sale or supply of any products or services by a Party, and plans for the development or marketing of such products or services; and/or
• (d) information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone;
• "E-SHOP Agreements" means the E-SHOP Service Agreement and the E-SHOP Fitting and Installation Service Agreement entered into between SGCM and a Merchant, and "E-SHOP Agreement" shall be construed accordingly;
• "Effective Date" means the execution date of the relevant E-SHOP Agreement;
• "Insolvency Event" means any of the following events:
• (a) a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken by any person with the view to winding up of the person or, placing the person under judicial management;
• (b) the person is or is deemed by any Applicable Law or competent court to be insolvent or unable to pay its debts as they fall due;
• (c) the person resolving to wind itself up or otherwise dissolve itself;
• (d) the appointment of a liquidator or provisional liquidator, a curator (including a temporary curator) in respect of the person;
• (e) a judicial manager being appointed in respect of the person or any of its assets;
• (f) the person entering into a scheme of arrangement or composition with or assignment for the benefit of all or any class of its creditors;
• (g) the appointment of a receiver or receiver and manager over the person or any of its assets;
• (h) a distress, attachment or execution or other legal process is levied, enforced or sued on or against any material part of the properties or assets of the person, and is not discharged or stayed within 30 days; and/or
• (i) anything analogous or having a substantially similar effect to any of the events specified above happening under the Laws of any applicable jurisdiction;
• "Listings" means listings posted by the Merchant of products or service offered for sale by the Merchant which can all be performed via the Merchant Portal under the E-SHOP program;
• "Merchant Portal" refers to the Inventory Management System of the E-SHOP program that is accessible on the Website as may be specified by SGCM from time to time;
• "Order" refers to the request placed by a Buyer for a Product of the Merchant on the E-SHOP platform;
• "Product" means the good(s) or service(s) listed on the Website offered for sale by Merchants to Buyers;
• "SGCM Policies" means the polies issued by SGCM on the Website, including but not limited to the website terms of services accessible at https://www.sgcarmart.com/main/tos.php and the privacy policy accessible at https://www.sgcarmart.com/main/privacy.php;
• "SGD" means the lawful currency of Singapore;
• "Sub-Account" refers to the account(s) that is/are created by Super Admin Account;
• "Super Admin Account" refers to the master account has administrative rights over other accounts and is to be owned by the owner, partner, limited partner, director, or legally appointed representatives of the company;
• "Taxation" or "Tax" means any taxation including direct and indirect tax, specific tax and excise tax, duty, rate, levy, charge, imposts or other imposition or withholding (without limitation) property tax, custom tax, GST, import/ export tax or taxes of similar nature, whenever and by whatever authority imposed and whether of Singapore or elsewhere together with any interest, penalty or fine in connection with any taxation; and
• "Term" means the period during which the Agreement is in effect, as specified in the relevant E-SHOP Agreement; and
• "Website" means the Sgcarmart website at https://www.sgcarmart.com/shop-login.php or such other website as may be determined by SGCM from time to time.

• 3.1 Upon execution of the E-SHOP Agreement SGCM grants the Merchant access and use of the Merchant Portal, and the Merchant shall access the Merchant Portal to provide Products through the Website.
• 3.2 The Merchant shall provide a copy of any documents requested by SGCM upon entering the E-SHOP Agreement [within three (3) Business Days of such request]. SGCM may verify these documents and other submitted information prior to effecting any payments to the Merchant. For the avoidance of doubt, the Merchant agrees and acknowledges that by providing such information to SGCM, the Merchant hereby consent to the processing of the Merchant's personal data (if any) in accordance with the SGCM Policies.

• 4.1 The Merchant will be issued a Super Admin Account in E-SHOP to use the Services on the Websites by selecting an unique user identification ("User ID") and password (collectively, the "Account Information"), and by providing certain information (personal data or otherwise) to SGCM. If the Merchant selects a User ID that SGCM in its sole discretion, finds offensive or inappropriate, SGCM has the right to suspend or terminate the Accounts.
• 4.2 The Merchant shall, and shall procure that person authorised to use the Account Information of the Merchant:
• (a) keep such Account Information confidential and only use the Account Information when logging into the Merchant Portal;
• (b) ensure that it logs out from its account at the end of each session on the Website and/or Merchant Portal;
• (c) immediately notify SGCM of any unauthorised use of the Accounts and Account Information; and
• (d) ensure that its Account information is accurate and up-to-date.
• 4.3 The Merchant is fully responsible for all activities that occur under the Merchant's Accounts and Account Information even if such activities or uses were not committed the Merchant. SGCM shall not be liable for any loss or damage arising from unauthorised use of the Account Information or breach of this section 4.
• 4.4 SGCM, may in its sole discretion and with or without notice or liability to the Merchant or any third party:
• (a) immediately terminate or suspend any Account and User ID;
• (b) remove or discard from the Website and Merchant Portal content (including Listings) associated with the Accounts and User ID; or
• (c) cancel or suspend any transactions associated with the Merchant's Accounts and User ID,
• for the following reasons, including but not limited to:
• (i) extended periods of inactivity, as determined by us from time to time;
• (ii) violation of the letter or spirit of these terms and conditions or the SGCM Policies;
• (iii) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour;
• (iv) having multiple Super Admin Accounts; or
• (v) behaviour that is harmful to other Users, third parties, or the business interests of SGCM.
• 4.6 Merchants may terminate their Account if they notify SGCM in writing of their desire to do so. Notwithstanding any such termination, Merchants remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the Product, or any other transaction in connection thereto. SGCM shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. The Merchants shall waive any and all claims based on any such action taken by SGCM.
• 4.7 The Merchant may create Sub-Accounts that are linked to the Merchant's Super Admin Account subject to the following conditions: (a) the purpose of the Sub-Accounts are to enhance the management of the Merchant Account(s) as a Merchant, and the Merchant shall not use the Sub-Accounts for any other purposes (including, but not limited to, fraudulent or illegal activities), and (b) Sub-Accounts can be configured to have access to the Super Admin Account, the Merchant expressly acknowledge and agree that the user of the Super Admin Account is solely responsible (i) for creating and configuring Sub-Accounts, and granting and controlling third party access to the Sub-Accounts, (ii) any third parties to whom the Merchant to its Sub-Accounts will have the ability to access and operate such Sub-Accounts, (iii) ensuring that all information and particulars submitted in an application for the registration of a Sub-Account are accurate and update to date, and (iv) all actions of the Sub-Accounts.
• 4.8 The Merchant acknowledges, consents to and agrees that SGCM may access, preserve, and/or disclose any Account information and content to any legal, regulatory, or governmental authority, the relevant rights owner, or other third parties if required to do so by law, pursuant to an order of a court or lawful request by any governmental or regulatory authority having jurisdiction over SGCM, or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process, (b) enforce these terms and conditions, and/or the SGCM Policies, (c) respond to claims that any content provided by the Merchant violates the rights of third parties, including intellectual property rights; (d) respond to the Merchant's for customer service, or (e) protect the rights, property or personal safety of SGCM, its Users and/or the public.

• The Merchant represents, warrant and undertake that:
• (a) all Products listed for sale comply with all applicable laws and safety standards in Singapore;
• (b) it takes full responsibility for the pricing of its products, and shall honour any Order made even if there have been any typos, and errors as to the price of each Product as set out in the relevant Listing ("Listing Price");
• (c) each purchase of Product forms a contract between the Merchant and the Buyer. Neither SGCM nor its affiliates are, nor shall be deemed to be, the purchaser or the seller of the Merchant's products;
• (d) it authorises SGCM to issue a tax invoice on the Merchant's behalf to the Buyer of the Merchant's Products;
• (e) SGCM shall have no liability or responsibility for any Product purchased by a Buyer, including as a result of any returns or cancellations. Any disputes or liabilities arising from the sale of the product on the E-SHOP shall be resolved between the Merchant and the Buyer;
• (f) it shall maintain provide accurate and complete information (including a description of the Product and contact information for Users to contact the Merchant for further information and queries);
• (g) it shall not claim the Product is an "official" product of SGCM;
• (h) it shall not display any link that leads to a third party site;
• (i) it shall not promote aspects of the Product on the Listing if not offered on the Website or Merchant Portal;
• (j) provide Users with accurate written documentation on the Products upon request;
• (k) not solicit or permit reviews that are fake, inaccurate, irrelevant, misleading, being used improperly for commercial gain, posted in exchange for a financial or other gain, posted multiple times (whether from the same or more than one (1) account), misleading as to the reviewer's identity or their connection to the Product being reviewed, or reviews that contain or link to prohibited or illegal content]; and
• (l) not subvert or override any User's relationship to the Website and/or the Merchant Portal, such as inserting spam links, utilizing tracking about Users' usage of the Website and/or the Merchant Portal.

• 6.1 The Merchant shall be responsible for managing their inventory of the Products on the Merchant Portal and ensuring the accuracy of the Listing Price and stock level of the relevant Product.
• 6.2 The Merchant is to review all Orders on a daily basis and if it is unable to fulfil an Order, the Merchant shall cancel the Order and inform SGCM immediately of the cancellation.
• 6.3 If the Merchant cancels an Order after accepting the Order, this shall be deemed a breach of this Agreement and SGCM reserves the right to charge liquidated damages of SGD50 or 10% of the Order, whichever is higher.

• 7.1 Upon receipt of an Order, the Merchant shall process the Order as soon as possible, and all Orders shall be out for delivery within two (2) Business Days from the date of the orders.
• 7.2 SGCM reserves the right to cancel any Order not identified as out for delivery after two (2) Business Days from the date of the orders.
• 7.3 The Merchant acknowledges that SGCM shall have no liability with respect to any Products which are damaged or destroyed during the delivery process.
• SGCM may on behalf of the Merchant refunds any Buyer for the purchase of a Product in the event the Product(s) is faulty, damaged and/or not as described.

• 8.1 Each Party ("Licensor") shall grant a limited purpose, royalty-free, world wide license to the other Party ("Licensee") to use the Licensor's trademarks, trade name and any other intellectual property owned or used by the Licensor which are notified by the Licensor to the Licensee ("Licensed IP") solely for purposes of the Services (including for use in any marketing material) ("IP License").
• 8.2 Save for the IP License, no other licenses are granted by implication, estoppel or otherwise to the Licensee.
• 8.3 The Licensee agrees that it shall:
• (a) not transfer, assign or sub-licence the IP License to any person without the prior written approval of the Licensor;
• (b) not, and shall not facilitate or procure any person to, deal with in any way, or use any part of, the Licensed IP in any manner or for any purpose other than as permitted under this Agreement; and
• (c) use the Licensed IP only in such manner as may be mutually agreed with the Licensor (including complying with any branding guidelines which may be provided by the Licensor to the Licensee).
• 8.4 The Licensee acknowledges and agrees that (a) the Licensor owns (or has the full right to use) all rights, title and interest in the Licensed IP, (b) it does not have any right, title or interest in any Licensed IP other than pursuant to the IP License, and (c) nothing in this Agreement is intended to (or shall be construed to vest in), transfer or otherwise convey to the Licensee any right, title or interest in any part of the Licensed IP (other than in respect of the IP License). In particular, the Licensee expressly agrees that:
• (a) it shall not adopt or use any trade mark, symbol or device which incorporates or is similar to, or is a simulation or colourable imitation of, any of the Licensed IP, or unfairly competes with any of the Licensed IP;
• (b) it shall not do any act or any thing which will in any way impair the rights and title of the Licensor in and to the Licensed IP (including without limitation any registration and/or application to register any of the Licensed IP) and/or the goodwill of the Licensed IP;
• (c) it shall not directly or indirectly challenge, contest or call into question the validity of the Licensor's rights in relation to the Licensed IP; and
• (d) it shall not directly or indirectly apply to register any of the Licensed IP or any similar Intellectual Property anywhere in the world during the Term and thereafter.
• 8.5 Each Party shall promptly inform the other Parties in writing upon becoming aware of:
• (a) any actual, suspected or threatened infringing or unauthorised use of any of Licensed IP by any third party (save as contemplated under the IP License). The Licensee expressly agrees that it shall not make any admissions in respect of such matters without the prior written consent of the Licensor;
• (b) any actual objections, demands, controversies, allegations or actions involving any of the Licensed IP that have been asserted by any third party against the Licensee;
• (c) any claim made or threatened that the Licensed IP infringes the rights of any person; and/or
• (d) any other form of attack, charge or claim to which the Licensed IP may be subject
• The Parties acknowledge and agree that the Licensor shall have exclusive control and conduct over all claims and proceedings in respect of any claims in respect of the Licensed IP, and the Licensee shall use reasonably commercial efforts to co-operate and assist the Licensor in relation to such claim upon request by the Licensor.
• 8.6 The Licensor warrants to the Licensee during each day of the Term that it owns and/or has the full rights to use the Licensed IP and to grant the IP License free from all encumbrances to the Licensee in accordance with this Agreement, and to the best of its knowledge, none of the Licensed IP breach or infringe any rights (including any proprietary rights) of any third party.

• 9.1 In consideration for the use of the Website and/or the Merchant Portal under the terms and conditions set out in the E-SHOP Agreement, and all other services provided by SGCM in respect thereof ("Services"), the Merchant shall pay:
• (a) a platform fee per Order equivalent to a percentage of the value of the Order (as set out in the E-SHOP Agreement); and
• (b) a payment fee per Order equivalent to a percentage of the value of the Order and a fixed amount determined by SGCM (as set out in the E-SHOP Agreement),
• (collectively, the "E-SHOP Fees").
• 9.2 SGCM shall issue to the Merchant an invoice in respect of the E-SHOP Fees payable in a calendar month ("Monthly Invoice") within five (5) Business Days from the end of each calendar month throughout the term of the relevant E-SHOP Agreement. In the event the Merchant disputes any part of the respective Monthly Invoice, the Merchant shall notify SGCM in writing within five (5) Business Days from the date of receipt of the Monthly Invoice] and the Merchant and SGCM shall discuss in good faith with a view to settling the dispute as soon as reasonably practicable.
• 9.3 For the avoidance of doubt, any part of the Monthly Invoice which is not disputed by the Merchant in accordance with clause 9.2 above shall be payable to SGCM within 30 days from the date that the Merchant receives the Monthly Invoice.
• 9.4 All amounts payable by the Merchant to SGCM under this Agreement shall be (a) in SGD unless otherwise agreed, and (b) paid after deducting any fees or any authorised deduction, (c) by electronic or telegraphic transfer of the relevant amount from the Merchant's account to an account nominated by SGCM unless otherwise mutually agreed between the Merchant and SGCM.
• 9.5 Any alteration in price or other items herein stated in an Order shall be subjected to prior approval by SGCM.
• 9.6 The Merchant shall be response and liable for all amounts relating to Taxes.

• 10.1 THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SGCM OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SGCM DOES NOT WARRANT THAT THE SERVICES, THE WEBSITE, THE MERCHANT PORTAL OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS WEBSITE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
• 10.2 THE MERCHANT ACKNOWLEDGES THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE WEBSITE, THE MERCHANT PORTAL AND/OR THE SERVICES REMAINS WITH THE MERCHANT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
• 10.3 SGCM HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF PRODUCTS AVAILABLE VIA THE SERVICES, OR (B) THE ABILITY OF THE MERCHANT TO SELL ITEMS OR OF BUYERS TO PAY FOR ITEMS.

• 11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SGCM BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:
• (a) (i) LOSS OF USE, (ii) LOSS OF PROFITS, (iii) LOSS OF REVENUES, (iv) LOSS OF DATA; (v) LOSS OF GOOD WILL, OR (vi) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR
• (b) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE WEBSITE, THE MERCHANT PORTAL OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF SGCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

• 12.1 The Merchant warrants to SGCM that:
• (a) all action will have been taken so that the execution and delivery of, and the performance by it of its obligations under, this Agreement shall not:
• (i) conflict with or result in a breach of its constitutional documents;
• (ii) infringe, or constitute a default under, any contract to which it is a party or by which its assets are bound; and
• (iii) result in a breach of any applicable laws;
• (b) all relevant statutory, governmental or other approvals for the transactions contemplated herein have been obtained on or before the Effective Date and such approvals remain valid, and in full force and effect;
• (c) it is duly and validly incorporated in the jurisdiction of its incorporation, and has full legal power and authority to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby and that this Agreement and all such other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms; and
• (d) no Insolvency Event has occurred or is pending or threatened in respect of it,
• (collectively, the "Warranties" and each, a "Warranty").
• 12.2 Each of the Warranties shall be construed as a separate and independent warranty and except where this Agreement expressly provides otherwise, each Warranty shall not be limited by the other provisions of this Agreement, including the other Warranties.
• 12.3 The Warranties shall be deemed to be repeated on each day during the Term

• The Merchant agree to indemnify, defend and hold harmless SGCM, and its shareholders, subsidiaries, Affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Website, or any dispute in relation to such transaction, (b) the hosting, operation, management and/or administration of the Services by or on behalf of SGCM, (c) the Merchant's violation or breach of any term of these terms and conditions or any policy or guidelines referenced herein, (d) the Merchant's use or misuse of the Services, (e) the Merchant's breach of any law or any rights of a third party, or (f) any content uploaded by the Merchant

• 14.1 By using the Services or providing information on the Website and the Merchant Portal, the Merchant:
• (a) consents to SGCM's collection, use, disclosure and/or processing of the Merchant's personal data and Account Information as set out in SGCM's Privacy Policy;
• (b) agree and acknowledge that the proprietary rights of the Account Information are jointly owned by the Merchant and SGCM; and
• (c) shall not, whether directly or indirectly, disclose the User Information to any third party, or otherwise allow any third party to access or use the User Information, unless (i) otherwise in accordance with Agreement, or (ii) with SGCM prior written consent.
• 14.2 If the Merchant, at any time during the duration of this Agreement, is in possession of any User's personal data through the use of the Services, the Merchant hereby agrees that, it will (a) comply with all applicable personal data protection laws with respect to any such data, (b) allow the User whose personal data the Merchant has collected ("Disclosing Party") to remove his or her data so collected from the Merchant's database; and (c) allow the Disclosing Party to review what information have been collected about them by the Merchant, in each case of (b) and (c) above, in compliance with and where required by applicable laws.

• 15.1 Notwithstanding anything contained in the E-SHOP Agreement, the E-SHOP Agreement and these general terms and conditions shall be automatically terminated (other than the Surviving Provisions) as follows:
• (a) by the mutual agreement of the Parties in writing to terminate the E-SHOP Agreement (and this Agreement shall terminate on the date of such written agreement or such other date as may be specified by the Parties in the written agreement);
• (b) by notice of a non-defaulting Party to the Party if there is a material breach by a Party ("Defaulting Party") of its obligations, covenants, undertakings and/or warranties hereunder, and such breach, if capable of remedy, is not remedied to the reasonable satisfaction of the non-defaulting Party within 10 Business Days from the date of the non-defaulting Party's notice to the defaulting Party requesting such breach to be remedied;
• (c) by notice of a Party to the other Party if (i) an Insolvency Event occurs in respect of the notifying Party, or (ii) the notifying Party ceases or threatens to cease or suspend business; and/or
• (d) by notice of a Party to each of the other Party if:
• (i) it is or will become unlawful or illegal for any Party to observe, perform or comply with any one (1) or more of its material obligations under this Agreement; and/or
• (ii) any material provision of this Agreement is or becomes for any reason, illegal or unlawful,
• provided that the right to terminate pursuant to this sub-paragraph (d) shall not be available to a Party whose breach of its warranties, covenants, obligations or undertakings under this Agreement in any respect shall have directly or indirectly caused the events set out in sub-paragraphs (i) to (ii) above.
• 15.2 Effect of Termination
• 15.2.1 Termination of this Agreement shall be without prejudice to any liability or obligations in respect of any matters, undertakings or conditions which have not been observed or performed by the relevant Party prior to such termination.
• 15.2.2 Save as expressly provided herein, any right of termination conferred upon the Parties shall be in addition to and without prejudice to all other rights and remedies available to them and no exercise or failure to exercise such a right of termination shall not constitute a waiver of any such other right or remedy.
• 15.2.3 For the avoidance of doubt, the Surviving Provisions shall continue in force in accordance with their terms after termination of this Agreement.
• 15.2.4 Within 10 Business Days from the date of the termination of this Agreement, each Party shall return to the other Parties all Confidential Information (including but not limited to the User Application Information) in whatever form or medium (including copies thereof and summaries, extracts, notes, tapes, discs and records derived therefrom and whether or not combined with any other information) and upon demand by the other Parties, to the extent reasonably possible, delete and remove all Confidential Information from any data base or document retrieval system into which such Confidential Information has been placed, save that each Party shall be entitled to retain any Confidential Information solely for the purposes of complying with any Applicable Law, the constitution or other internal policies of such Party.
• If required by the other Parties, a Party shall certify in writing to the other Parties that all such Confidential Information (save for any Confidential Information retained in accordance with the foregoing paragraph) has been returned to the other Parties and, if applicable, to the extent reasonably possible, destroyed and/or removed from any database or document retrieval system into which it has been placed in compliance with this Agreement.
• For the avoidance of doubt, the return or destruction of the Confidential Information by a Party does not release such Party from its obligations under Clause 16.1.
• 15.2.5 For the avoidance of doubt, upon the expiry or termination of this Agreement:
• (a) the Merchant shall be liable for all fees payable to SGCM hereunder up to the date which this Agreement is terminated; and
• (b) SGCM shall issue a final Monthly Invoice to the Merchant as soon as practicable upon the expiry or termination of this Agreement, the Merchant shall pay the outstanding amounts to SGCM in within the time periods set out in Clause 8.

• 16.1 Confidentiality
• 16.1.1 Each Party undertakes to the other Parties that, subject to Clause 16.1.2, unless the prior written consent of the other Parties shall first have been obtained, it shall, and if applicable, shall procure that its Representatives shall, keep confidential and shall not by failure to exercise due care or otherwise by any act or omission disclose to any person whatever, or use or exploit for its or their own purposes, any of the Confidential Information of the other Parties.
• 16.1.2 The consent referred to in Clause 16.1.1 shall not be required for disclosure by a Party of any Confidential Information:
• (a) to its shareholders and/or its Representatives strictly to the extent required to enable such Party to carry out its obligations under this Agreement and who shall in each case be made aware by the disclosing Party of its obligations under this Agreement and shall be required by such Party to observe the same restrictions on the use of the relevant information as are contained in Clauses 16.1.1 and 16.1.3, subject to the same exceptions as are contained in this Clause 16.1.2;
• (b) subject to Clause 16.1.3, to the extent required by Applicable Law or by any Government Authority to which such Party is or may become subject or pursuant to any order of any court, authority or tribunal with competent jurisdiction; and/or
• (c) which is in the public domain otherwise than by breach of this Agreement by such Party.
• 16.1.3 If a Party becomes required, in circumstances contemplated by Clause 16.1.2(b), to disclose any information, such Party shall (unless prohibited by any Applicable Law) promptly give to the other Parties notice of such disclosure and shall co-operate with the other Parties, having due regard to the other Parties' views, and take such steps as the other Parties may reasonably require in order to enable it to mitigate the effects of such disclosure.
• 16.1.4 Each Party shall mutually agree, in advance, on the terms, timing and contents of all announcements and other public statements with respect of the transactions contemplated herein to be issued by such Party and/or its Affiliates.
• 16.1.5 Each Party's confidentiality obligations set out under this Clause 16.1 shall survive the expiry or termination of this Agreement for a period of three (3) years after such termination, provided that in relation to trade secrets of a Party, such confidentiality obligations shall continue with no limit in time until such trade secrets come into the public domain without any breach by any Party of its confidentiality obligations hereunder.
• 16.2 Costs
• Unless expressly specified in this Agreement, each Party shall pay its own costs, charges and expenses incurred by it in connection with the preparation, negotiation, execution and performance of this Agreement.
• 16.3 Notice
• 16.3.1 Any notice or other communication in connection with this Agreement (each, a "Notice") shall be:
• (a) in writing in the English language; and
• (b) delivered by both electronic mail and registered post.
• 16.3.2 A Notice shall be effective upon receipt and shall be deemed to have been received:
• (a) if delivered by hand or registered post, at the time of delivery; or
• (b) if delivered by e-mail, at the time that it is received in recipient's inbox in readable form.
• 16.4 Reasonableness
• Each of the Parties agrees that (a) there shall be no presumption that any ambiguity in this Agreement should be construed in favour of or against any Party solely as a result of such Party's actual or alleged role in the drafting of this Agreement, and (b) the provisions of this Agreement and all documents entered into pursuant to this Agreement are fair and reasonable.
• 16.5 No Partnership
• Nothing in this Agreement or in any document referred to in it shall constitute any of the Parties a partner of any other, nor shall the execution, completion and implementation of this Agreement confer on any Party any power to bind or impose any obligations to any third parties on any other Party or to pledge the credit of any other Party.
• 16.6 Assignment
• Save as expressly set out in this Agreement, no Party may assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge or otherwise dispose in any manner whatsoever of the benefit of or its obligations under this Agreement without the prior written consent of the other Parties.
• 16.7 Further Assurance
• Each of the Parties shall, and shall use its reasonable endeavours to procure and ensure that any third party shall, from time to time execute such documents and perform such acts and things as the other Parties may reasonably require to give each of them the full benefit of this Agreement.
• 16.8 Equitable Remedies
• 16.8.1 Each Party acknowledges and agrees that damages may not be an adequate remedy for any breach of its covenants, obligations and/or undertakings under this Agreement. Each Party consents to the grant of any injunctive relief sought by the other Parties to restrain any conduct or threatened conduct which is or will be a breach of the relevant Party's covenants, obligations, undertakings and/or warranties hereunder, or specific performance to compel the relevant Party to perform its covenants, obligations, undertakings and/or warranties hereunder, as a remedy for any breach or threatened breach and in addition to any other remedies available to the other Parties.
• 16.8.2 For the avoidance of doubt, Clause 16.8.1 shall not derogate from any other remedy the other Parties may have in the event of a breach of a Party's covenants, obligations, undertakings and/or warranties under this Agreement.
• 16.9 Invalidity
• 16.9.1 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification that is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.
• 16.9.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 16.9.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 16.9.1, not be affected.
• 16.10 Remedies and Waivers
• No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a release or waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by Law.
• 16.11 Entire Agreement
• The written terms and conditions of this Agreement (including documents entered into pursuant to this Agreement), constitute the entire agreement and understanding between the Parties relating to the subject matter of this Agreement and supersede any previous written or oral agreement between the Parties in relation to matters contained in this Agreement. No Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of any other Party which is not set out or referred to in this Agreement. Nothing in this Clause 15.11 shall however operate to limit or exclude liability for fraud, wilful misconduct or wilful concealment by any Party.
• 16.12 Time is of the Essence
• Time shall be of the essence of this Agreement both as regards any dates, times and periods mentioned and as regards any dates, times and periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the Parties.
• 16.13 Variations
• 16.13.1 No variation of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing and signed by or on behalf of each Party. The expression "variation" shall include any amendment, supplement, deletion or replacement however effected.
• 16.13.2 Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.
• 16.14 No Third Party Rights
• Save as expressly set out herein, no term of this Agreement is enforceable by a person who is not a party to this Agreement under the Contracts (Rights of Third Parties) Act 2001 of Singapore or otherwise.
• 16.15 Counterparts
• This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any Party may enter into this Agreement by signing any such counterpart and each counterpart shall be as valid and effectual as if executed as an original.
• 16.16 Governing Law
• This Agreement shall be governed by, and construed in accordance with, the Laws of Singapore.
• 16.17 Dispute Resolution
• 16.17.1 In the event of any dispute, controversy, difference, conflict or claim arising out of or relating to this Agreement or its performance, including without any limitation any question regarding its existence, validity, or a claim for unlawful act under Applicable Laws ("Dispute"), the Parties agree to attempt, for a period of 30 days after the receipt by a Party of a notice from the other Party of the existence of the Dispute ("Settlement Period"), to settle the Dispute by amicable settlement between the Parties.
• 16.17.2 In the event that the Dispute cannot be settled by an amicable settlement within the Settlement Period, such Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause, by one (1) arbitrator appointed in accordance with the SIAC Rules ("Arbitration Tribunal"). The language of the arbitration shall be the English language. The seat of arbitration shall be Singapore. The decision of the arbitrator shall be final, conclusive and binding upon the Parties. Notwithstanding the provisions of Clause 16.3, any notice of arbitration, response, or other communication given to or by a Party to the arbitration must be given and deemed received in accordance with the said SIAC Rules.
• 16.17.3 The Parties expressly agree to waive any provisions of the Applicable Laws that would have the effect of allowing an appeal from the decision of the Arbitration Tribunal, so that accordingly there shall be no appeal to any court or other Government Authority from the decision of the Arbitration Tribunal. None of the Parties shall be entitled to commence or maintain any action in a court of law upon any matter in Dispute except for the enforcement of an arbitral award granted pursuant to this Clause, so that the mandate of the Arbitration Tribunal duly appointed shall remain in effect until a final arbitral award has been issued.